Common use of Sale of Properties or IP during Event of Default Clause in Contracts

Sale of Properties or IP during Event of Default. Notwithstanding the provisions of the foregoing Sections 2.5.1, 2.5.2 and 2.5.3 or any other provision to the contrary in this Agreement or the other Loan Documents, it is expressly acknowledged and agreed by Borrowers that, upon the occurrence and during the continuance of an Event of Default: (i) no Borrower shall have any right to cause any Mortgage Borrower to sell any Property or any portion thereof or any IP without, in each instance, Lender’s prior written consent, which consent may be given or withheld in Lender’s sole discretion, (ii) any such sale of one or more of the Properties or any portion thereof and/or any IP shall be on such terms and conditions as to which Lender and Borrowers shall agree, Lender, however, having the right to impose such terms and conditions as it shall elect in its sole discretion, (iii) the provisions of this Section 2.5 (other than this Section 2.5.4) shall not be applicable to any such sale of one or more of the Properties or any portion thereof and/or any IP consented to by Lender as aforesaid, Borrowers expressly acknowledging and agreeing that neither Lender nor any Mezzanine Lender shall be entitled to any Release Parcel Release Price, Adjacent Parcel Release Price or IP Release Price or any portion of any of the foregoing or any proceeds of any of the foregoing unless and until the Mortgage Debt has been paid in full, and (iv) in the event that, following any such sale of one or more of the Properties or any portion thereof and/or any IP, the Mortgage Debt, the First Mezzanine Debt and the Second Mezzanine Debt shall have been paid in full, Borrowers shall cause Mortgage Borrowers and/or Mortgage Lender, as applicable, to distribute to Lender any remaining proceeds thereof to be applied as provided in this Agreement, and thereafter, in the event that the Debt shall have been paid in full, Lender shall distribute any remaining proceeds to Mortgage Borrowers.

Sale of Properties or IP during Event of Default. Notwithstanding the provisions of the foregoing Sections 2.5.1, 2.5.2 and 2.5.3 or any other provision to the contrary in this Agreement or the other Loan Documents, it is expressly acknowledged and agreed by Borrowers that, upon the occurrence and during the continuance of an Event of Default: (i) no Borrower shall have any right to cause any Mortgage Borrower to sell any Property or any portion thereof or any IP without, in each instance, Lender’s prior written consent, which consent may be given or withheld in Lender’s sole discretion, (ii) any such sale of one or more of the Properties or any portion thereof and/or any IP shall be on such terms and conditions as to which Lender and Borrowers shall agree, Lender, however, having the right to impose such terms and conditions as it shall elect in its sole discretion, (iii) the provisions of this Section 2.5 (other than this Section 2.5.4) shall not be applicable to any such sale of one or more of the Properties or any portion thereof and/or any IP consented to by Lender as aforesaid, Borrowers expressly acknowledging and agreeing that neither Lender nor any Mezzanine Lender shall be entitled to any Release Parcel Release Price, Adjacent Parcel Release Price or IP Release Price or any portion of any of the foregoing or any proceeds of any of the foregoing unless and until the Mortgage Debt has been paid in full, and (iv) in the event that, following any such sale of one or more of the Properties or any portion thereof and/or any IP, the Mortgage Debt, the First Mezzanine Debt and the Second Mezzanine Debt shall have been paid in full, Borrowers shall cause Mortgage Borrowers and/or Mortgage Lender, as applicable, to distribute to Lender any remaining proceeds thereof to be applied as provided in this Agreement, and thereafter, in the event that the Debt shall have been paid in full, Lender shall distribute (i) to Second Mezzanine Lender any remaining proceeds thereof to be applied as provided in the Second Mezzanine Loan Agreement, and thereafter, (ii) in the event that the Second Mezzanine Debt shall have been paid in full, Second Mezzanine Lender shall distribute any remaining proceeds to Third Mezzanine Lender to be applied as provided in the Third Mezzanine Loan Agreement, and thereafter, (iii) in the event that the Third Mezzanine Debt shall have been paid in full, Third Mezzanine Lender shall distribute any remaining proceeds to Mortgage Borrowers.

Sale of Properties or IP during Event of Default. Notwithstanding the provisions of the foregoing Sections 2.5.1, 2.5.2 and 2.5.3 or any other provision to the contrary in this Agreement or the other Loan Documents, it is expressly acknowledged and agreed by Borrowers that, upon the occurrence and during the continuance of an Event of Default: (i) no Borrower shall have any right to cause any Mortgage Borrower to sell any Property or any portion thereof or any IP without, in each instance, Lender’s prior written consent, which consent may be given or withheld in Lender’s sole discretion, (ii) any such sale of one or more of the Properties or any portion thereof and/or any IP shall be on such terms and conditions as to which Lender and Borrowers shall agree, Lender, however, having the right to impose such terms and conditions as it shall elect in its sole discretion, (iii) the provisions of this Section 2.5 (other than this Section 2.5.4) shall not be applicable to any such sale of one or more of the Properties or any portion thereof and/or any IP consented to by Lender as aforesaid, Borrowers expressly acknowledging and agreeing that neither Lender nor any Mezzanine Lender shall be entitled to any Release Parcel Release Price, Adjacent Parcel Release Price or IP Release Price or any portion of any of the foregoing or any proceeds of any of the foregoing unless and until the Mortgage Debt has been paid in full, and (iv) in the event that, following any such sale of one or more of the Properties or any portion thereof and/or any IP, the Mortgage Debt, the First Mezzanine Debt and the Second First Mezzanine Debt shall have been paid in full, Borrowers shall cause Mortgage Borrowers and/or Mortgage Lender, as applicable, to distribute to Lender any remaining proceeds thereof to be applied as provided in this Agreement, and thereafter, in the event that the Debt shall have been paid in full, Lender shall distribute (i) to Third Mezzanine Lender any remaining proceeds thereof to be applied as provided in the Third Mezzanine Loan Agreement, and thereafter, (ii) in the event that the Third Mezzanine Debt shall have been paid in full, Third Mezzanine Lender shall distribute any remaining proceeds to Mortgage Borrowers.

Sale of Properties or IP during Event of Default. Notwithstanding the provisions of the foregoing Sections 2.5.1, 2.5.2 and 2.5.3 or any other provision to the contrary in this Agreement or the other Loan Documents, it is expressly acknowledged and agreed by Borrowers that, upon the occurrence and during the continuance of an Event of Default: (i) no Borrower shall have any right to cause any Mortgage Borrower to sell any Property or any portion thereof or any IP without, in each instance, Lender’s prior written consent, which consent may be given or withheld in Lender’s sole discretion, (ii) any such sale of one or more of the Properties or any portion thereof and/or any IP shall be on such terms and conditions as to which Lender and Borrowers shall agree, Lender, however, having the right to impose such terms and conditions as it shall elect in its sole discretion, (iii) the provisions of this Section 2.5 (other than this Section 2.5.4) shall not be applicable to any such sale of one or more of the Properties or any portion thereof and/or any IP consented to by Lender as aforesaid, Borrowers expressly acknowledging and agreeing that neither none of First Mezzanine Lender, Second Mezzanine Lender nor any Third Mezzanine Lender shall be entitled to any Release Parcel Release Price, Adjacent Parcel Release Price or IP Release Price or any portion of any of the foregoing or any proceeds of any of the foregoing unless and until the Mortgage Debt has been paid in full, and (iv) in the event that, following any such sale of one or more of the Properties or any portion thereof and/or any IP, the Mortgage DebtDebt shall have been paid in full, Borrowers and/or Lender, as applicable, shall distribute to First Mezzanine Lender any remaining proceeds thereof to be applied as provided in the First Mezzanine Loan Agreement, and thereafter, in the event that the First Mezzanine Debt shall have been paid in full, First Mezzanine Lender shall distribute to Second Mezzanine Lender any remaining proceeds thereof to be applied as provided in the Second Mezzanine Loan Agreement, and thereafter, in the event that the Second Mezzanine Debt shall have been paid in full, Borrowers Second Mezzanine Lender shall cause Mortgage Borrowers and/or Mortgage Lender, as applicable, to distribute to Third Mezzanine Lender any remaining proceeds thereof to be applied as provided in this the Third Mezzanine Loan Agreement, and thereafter, in the event that the Third Mezzanine Debt shall have been paid in full, Third Mezzanine Lender shall distribute any remaining proceeds to Mortgage Borrowers.